An informal survey revealed that graduate students presented with Shakespeare's works felt academically unfit and powerless. These student-teacher-text power relationships parallel the power relationships between the dominant patriarchy and the female characters in "Othello"--Desdemona, Emilia, and Bianca. However, "Antony and Cleopatra" presents an alternative model of distributing power that teachers and students might find instructive. In "Othello," the female characters are ultimately ineffective in changing the power relationship between the dominant culture and themselves. Desdemona's virtue, faithfulness, and simplicity make her an ideal in the patriarch's private world of women, yet she cannot hold her own in the world of men. Of all the characters, Emilia shows the greatest change as she moves from "tolerating men's fantasies to exploding them and from prudent acceptance to courageous repudiation." Bianca threatens the male order with her sexuality and straight speech, but she remains a marginalized figure on the fringes of the patriarchy. In "Antony and Cleopatra," however, Shakespeare offers the most hope of building a marginal voice that is strong enough to speak against and outside the dominant discourse. Both main characters contribute to the creation of this new order. Antony's acceptance of mutuality over dominance in love (the latter being the norm) might serve as a model for a pedagogy in which power does not reside solely in the inner circle of text and teacher, nor completely in the margins with the students who feel intimidated by both teacher and text. (SAM)